www.se.com Schneider Electric Universal Registration Document 2021 466 Chapter 8 – Annual Shareholders’ Meeting Request for a declaration that a buyout offer is not required and request for a dispensation from the obligation to make a mandatory public offer In accordance with Article 236-6 of the AMF’s general regulation, Schneider Electric has asked the AMF for a declaration that Schneider Electric is not required to make a buyout offer for shares in IGE+XAO. In accordance with Articles 234-8 and 234-9(7) of the AMF’s general regulation, Schneider Electric has also asked the AMF for dispensation from the obligation to make a mandatory public tender offer arising from the increase in Schneider Electric’s ownership of IGE+XAO’s share capital and voting rights to above 30% as a result of the sale of IGE+XAO shares by SEISAS to Schneider Electric. Creditor objections The creditors of Schneider Electric and IGE+XAO whose claims predate the publication of the Draft Merger Agreement are able to make objections for a period of 30 days from the final publication of the notice relating to the Draft Merger Agreement in France’s official journal of legal notices ( Bulletin des Annonces Légales Obligatoires ). In accordance with statutory and regulatory provisions in force, no objection by any creditor would have the effect of preventing the Merger from going ahead. Text of the eighteenth resolution (Review and approval of the plan to merge IGE+XAO into Schneider Electric) The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, having heard: • the Board of Directors’ report; • the draft merger agreement including its appendices (the “Merger Agreement”), established as a private deed on February 17, 2022 between Schneider Electric and IGE+XAO, a public limited company (société anonyme) whose registered office is located at 16 boulevard Déodat de Séverac, 31770 Colomiers (France) and which is registered with the Toulouse trade and companies register under number 338 514 987 (“IGE+XAO”) relating to the merger of IGE+XAO into Schneider Electric (the “Merger”); • the reports on the Merger terms and the value of the contributions prepared by Olivier Péronnet and Pierre Béal, the merger appraisers appointed by order of the Presiding Judge of the Nanterre Commercial Court on December 14, 2021, in accordance with articles L. 236-10 and L. 225-147 of the French Commercial Code; and • that the employee representative bodies of the Company and of IGE+XAO have been consulted and have delivered their opinion; 1. approves all the provisions of the Merger Agreement, pursuant to which it is agreed that IGE+XAO will transfer to the Company, by way of merger by absorption, all its assets and liabilities, and in particular: • the valuation of the assets transferred, the liabilities assumed and the resulting net assets transferred at December 31, 2021, with the net carrying amount of the net assets transferred by IGE+XAO (excluding the net carrying amount of IGE+XAO shares held by IGE+XAO itself) to the Company amounting to €38,693,042; • the consideration for the contribution made as part of the Merger, based on an exchange ratio of five (5) shares in the Company for every three (3) shares in IGE+XAO, corresponding to the issue of 342,023 new shares in the Company to be created through a capital increase, subject to a possible adjustment as provided for in article 7.2 of the Merger Agreement; • the determination of the legal completion date of the Merger and the date on which IGE+XAO is wound up by operation of law when the last of the conditions precedent stipulated in Article 8.1 of the Merger Agreement (“Merger Completion Date”) has been fulfilled; • the determination of the date on which the Merger will take effect from an accounting and tax point of view, i.e., January 1, 2022; 2. notes that: • in accordance with Article L. 236-3 of the French Commercial Code, there will be no exchange of either the IGE+XAO shares held by the Company or the IGE+XAO shares held by IGE+XAO itself, which will be canceled by operation of law after the Merger is completed, and note accordingly, based on a number of IGE+XAO shares held by the Company amounting to 1,094,733 and a number of treasury shares held by IGE+XAO amounting to 4,434, and subject to the adjustments provided for in the Merger Agreement that the Company will increase, on the Merger Completion Date, its share capital by €1,368,092 through the creation of 342,023 new shares in the Company with a par value of €4 each; • IGE+XAO shareholders holding double voting rights before the Merger Completion Date will retain those double voting rights within the Company after the Merger. Similarly, the holders of IGE+XAO registered shares who have not acquired double voting rights by the Merger Completion Date will see, after the Merger, the amount of time for which they have held their shares as of the Merger Completion Date count towards the ownership period required by the Company to qualify for double voting rights; • the new shares in the Company issued as remuneration for the Merger (i) will rank for dividends from the time they are created and will be immediately fungible with existing shares in the Company, (ii) will confer the same rights and will be subject, from the time they are created, to all provisions of the articles of association, laws and regulations in force and of shareholders’ general meetings and (iii) will confer an entitlement to distributions of any kind decided after they are issued; • the new shares in the Company will be fully paid up and free of any security interest and, as soon as possible after they are issued, admitted for trading on compartment A of Euronext Paris under the same identification number as the previously issued ordinary shares that make up the Company’s share capital (ISIN FR0000121972); 8.1 Explanatory comments & draft resolutions submitted to the Annual Shareholders’ Meeting